UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Champions Oncology, Inc.
(Name
of Issuer)
Common Stock, $0.001 par value
(Title
of Class of Securities)
15870P307
(CUSIP
Number)
Stephanie Brecher
New
Enterprise Associates
1954
Greenspring Drive, Suite 600
Timonium, MD 21093
(410)
842-4000
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
March 15, 2024
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 15870P307
|
13D |
Page
2 of 17 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
New
Enterprise Associates 14, L.P.
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
WC
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0 Shares
|
| |
8. |
|
SHARED
VOTING POWER
1,713,720 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0 Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
1,713,720 Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,713,720
Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.6%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
CUSIP
No. 15870P307
|
13D |
Page
3 of 17 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
NEA
Partners 14, L.P.
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0 Shares
|
| |
8. |
|
SHARED
VOTING POWER
1,713,720 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0 Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
1,713,720 Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,713,720
Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.6%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
CUSIP
No. 15870P307
|
13D |
Page
4 of 17 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
NEA
14 GP, LTD
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0 Shares
|
| |
8. |
|
SHARED
VOTING POWER
1,713,720 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0 Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
1,713,720 Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,713,720
Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.6%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
CO
|
|
|
CUSIP
No. 15870P307
|
13D |
Page
5 of 17 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Forest
Baskett
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States citizen
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0 Shares
|
| |
8. |
|
SHARED
VOTING POWER
1,713,720 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0 Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
1,713,720 Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,713,720
Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.6%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 15870P307
|
13D |
Page
6 of 17 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Anthony
A. Florence, Jr.
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States citizen
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0 Shares
|
| |
8. |
|
SHARED
VOTING POWER
1,713,720 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0 Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
1,713,720 Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,713,720
Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.6%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 15870P307
|
13D |
Page
7 of 17 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Patrick
J. Kerins
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States citizen
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0 Shares
|
| |
8. |
|
SHARED
VOTING POWER
1,713,720
Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0 Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
1,713,720 Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,713,720
Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.6%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 15870P307
|
13D |
Page
8 of 17 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Mohamad Makhzoumi
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States citizen
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0 Shares
|
| |
8. |
|
SHARED
VOTING POWER
1,713,720 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0 Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
1,713,720 Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,713,720 Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.6%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 15870P307
|
13D |
Page
9 of 17 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Scott
D. Sandell
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States citizen
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0 Shares
|
| |
8. |
|
SHARED
VOTING POWER
1,713,720 Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0 Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
1,713,720 Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,713,720
Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.6%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 15870P307
|
13D |
Page
10 of 17 Pages |
Item
1. Security and Issuer.
This
Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D originally filed on March 24, 2015, and relates to the common
stock, $0.001 par value (the “Common Stock”) of Champions Oncology, Inc. (the “Issuer”) having its principal
executive office at One University Plaza, Suite 307, Hackensack, NJ 07601.
Certain
terms used but not defined in this Amendment No. 1 have the meanings assigned thereto in the Schedule 13D. Except as specifically provided
herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D.
This
Amendment No. 1 is being filed to report that the beneficial ownership of the outstanding Common Stock held by the Reporting Persons
(as defined below) has decreased by more than 1% as a result of an increase in the number of shares of Common Stock outstanding.
Item
2. Identity and Background.
This
statement is being filed by:
(a)
New Enterprise Associates 14, L.P. (“NEA 14”); NEA Partners 14, L.P. (“NEA Partners 14”), which is the sole general
partner of NEA 14; and NEA 14 GP, LTD (“NEA 14 LTD” and together with NEA Partners 14, the “Control Entities”),
which is the sole general partner of NEA Partners 14; and
(b)
Forest Baskett (“Baskett”), Anthony A. Florence, Jr. (“Florence”), Patrick J. Kerins
(“Kerins”), and Scott D. Sandell (“Sandell”) (together, the “Directors”) and Mohamad H.
Makhzoumi (“Makhzoumi”), M. James Barrett (“Barrett”), Peter J. Barris (“Barris”), Ryan D. Drant
(“Drant”), Krishna S. Kolluri (“Kolluri”), David M. Mott (“Mott”), Peter W. Sonsini
(“Sonsini”) and Ravi Viswanathan (“Viswanathan”).
The
Directors are the directors of NEA 14 LTD. Makhzoumi is a member of the Executive Committee of NEA Management Company, LLC (the “Executive
Committee”).
The
persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting
Persons.”
The
address of the principal business office of NEA 14, each Control Entity, Kerins and Sandell is New Enterprise Associates, 1954 Greenspring
Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Baskett and Makhzoumi is New Enterprise Associates,
2855 Sand Hill Road, Menlo Park, CA 94025. The address of the principal business office of Florence is New Enterprise Associates, 104
5th Avenue, 19th Floor, New York, NY 10011.
The
principal business of NEA 14 is to invest in and assist growth-oriented businesses located principally in the United States. The principal
business of NEA Partners 14 is to act as the sole general partner of NEA 14. The principal business of NEA 14 LTD is to act as the sole
general partner of NEA Partners 14. The principal business of each of the Directors and the Executive Committee is to manage the Control
Entities, NEA 14 and a number of affiliated partnerships with similar businesses.
During
the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party
to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
NEA
14 and NEA Partners 14 are exempted limited partnerships organized under the laws of the Cayman Islands. NEA 14 LTD is an exempted company
organized under the laws of the Cayman Islands. Each of the Directors is a United States citizen.
Makhzoumi
is a United States citizen.
CUSIP
No. 15870P307
|
13D |
Page
11 of 17 Pages |
Item 3. Source
and Amount of Funds or Other Consideration.
Not
applicable.
Item 4. Purpose
of Transaction.
Not
applicable.
Item
5. Interest in Securities of the Issuer.
| (a) | NEA 14 is the record owner of the 1,713,720 shares of Common Stock (the
“NEA 14 Shares”), which amount includes 151,220 shares of Common Stock issued upon exercise in full of the Warrant on March
6, 2020 and reflects the 1-for-12 reverse stock split of outstanding shares of Common Stock on August 11, 2015. As the sole general partner
of NEA 14, NEA Partners 14 may be deemed to own beneficially the NEA 14 Shares. As the sole general partner of NEA Partners 14, NEA 14
LTD may be deemed to own beneficially the NEA 14 Shares. As members of NEA 14 LTD, each of the Directors may be deemed to own beneficially
the NEA 14 Shares. As an individual member of the Executive Committee, which committee has been delegated certain approval rights with
respect to dispositions of the NEA 14 Shares, Makhzoumi may also be deemed to own beneficially the NEA 14 Shares. |
Each Reporting Person disclaims beneficial
ownership of the NEA 14 Shares other than those shares which such person owns of record.
The percentage of outstanding Common Stock
of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person’s
cover sheet. Such percentage was calculated based on the 13,593,767 shares reported by the Issuer to be outstanding as of March 8, 2024
in the Issuer’s Form 10-Q filed on March 15, 2024.
| (b) | Regarding
the number of shares as to which such person has: |
| (i) | sole
power to vote or to direct the vote: See line 7 of cover sheets |
| (ii) | shared
power to vote or to direct the vote: See line 8 of cover sheets |
| (iii) | sole
power to dispose or to direct the disposition: See line 9 of cover sheets |
| (iv) | shared
power to dispose or to direct the disposition: See line 10 of cover sheets |
| (c) | Except as set forth in Item 3 above, none of the Reporting Persons has
effected any transaction in the Common Stock during the last 60 days. |
| (d) | No other person is known to have the right to receive or the power to direct
the receipt of dividends from, or any proceeds from the sale of, Common Stock beneficially owned by any of the Reporting Persons. |
| (e) | Each of Barrett, Barris, Drant, Kolluri, Mott, Sonsini and Viswanathan has ceased to beneficially own five percent (5%) or more of the Issuer’s Common Stock as a result of ceasing to be
a director of NEA 14 LTD. |
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Not
applicable.
Item
7. Material to be Filed as Exhibits.
Exhibit 1 – Agreement regarding filing of joint Schedule 13D.
Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
CUSIP
No. 15870P307
|
13D |
Page
12 of 17 Pages |
SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
EXECUTED this 6th day of May, 2024.
NEW
ENTERPRISE ASSOCIATES 14, L.P.
| By: | NEA
PARTNERS 14, L.P.
General
Partner |
| By: | NEA
14 GP, LTD
General
Partner |
By: *
Scott
D. Sandell
Director
NEA
PARTNERS 14, L.P.
| By: | NEA
14 GP, LTD
General Partner |
By:
*
Scott
D. Sandell
Director
NEA
14 GP, LTD
By:
*
Scott
D. Sandell
Director
*
M. James Barrett
*
Peter J. Barris
*
Forest
Baskett
*
Ryan
D. Drant
CUSIP
No. 15870P307
|
13D |
Page
13 of 17 Pages |
*
Patrick
J. Kerins
*
Krishna
S. Kolluri
*
Anthony
A. Florence, Jr.
*
David
M. Mott
*
Scott
D. Sandell
*
Peter
W. Sonsini
*
Ravi
Viswanathan
EXECUTIVE COMMITTEE:
*
Mohamad H. Makhzoumi
*/s/
Stephanie Brecher
Stephanie Brecher
As
attorney-in-fact
This Amendment No. 1 to Schedule 13D
was executed by Stephanie Brecher on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached
as Exhibit 2.
CUSIP
No. 15870P307
|
13D |
Page
14 of 17 Pages |
EXHIBIT
1
AGREEMENT
Pursuant
to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the
information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of
Champions Oncology, Inc.
EXECUTED this 6th day of May, 2024.
NEW
ENTERPRISE ASSOCIATES 14, L.P.
| By: | NEA
PARTNERS 14, L.P.
General
Partner |
| By: | NEA
14 GP, LTD
General
Partner |
By: *
Scott
D. Sandell
Director
NEA
PARTNERS 14, L.P.
| By: | NEA
14 GP, LTD
General Partner |
By:
*
Scott
D. Sandell
Director
NEA
14 GP, LTD
By:
*
Scott
D. Sandell
Director
*
M. James Barrett
*
Peter J. Barris
*
Forest
Baskett
*
Ryan
D. Drant
CUSIP
No. 15870P307
|
13D |
Page
15 of 17 Pages |
*
Patrick
J. Kerins
*
Krishna
S. Kolluri
*
Anthony
A. Florence, Jr.
*
David
M. Mott
*
Scott
D. Sandell
*
Peter
W. Sonsini
*
Ravi
Viswanathan
EXECUTIVE COMMITTEE:
*
Mohamad H. Makhzoumi
*/s/
Stephanie Brecher
Stephanie Brecher
As
attorney-in-fact
This Agreement relating to Schedule 13D was executed by Stephanie
Brecher on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.
CUSIP
No. 15870P307
|
13D |
Page
16 of 17 Pages |
EXHIBIT
2
POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie
Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of
substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed
on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager
of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits
thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when
and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes
as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes,
may lawfully do or cause to be done by virtue hereof.
IN
WITNESS WHEREOF, this Power of Attorney has been signed as of the 1st day of August, 2013.
/s/ M. James Barrett
M. James Barrett
/s/ Peter J. Barris
Peter J. Barris
/s/ Forest Baskett
Forest Baskett
/s/ Rohini
Chakravarthy
Rohini Chakravarthy
/s/ Patrick Chung
Patrick Chung
/s/ Ryan Drant
Ryan Drant
/s/ Anthony A. Florence
Anthony A.
Florence
/s/ Robert Garland
Robert Garland
/s/ Paul Hsiao
Paul Hsiao
/s/ Patrick J. Kerins
Patrick J. Kerins
CUSIP
No. 15870P307
|
13D |
Page
17 of 17 Pages |
/s/ Suzanne King
Suzanne King
/s/ Krishna S. Kolluri
Krishna S. Kolluri
/s/ C. Richard Kramlich
C. Richard Kramlich
/s/ Edward Mathers
Edward Mathers
/s/ David M. Mott
David M. Mott
/s/ John M. Nehra
John M. Nehra
/s/ Charles W. Newhall III
Charles W. Newhall III
/s/ Jason R. Nunn
Jason R. Nunn
/s/ Jon Sakoda
Jon Sakoda
/s/ Scott D. Sandell
Scott D. Sandell
/s/ Peter W. Sonsini
Peter W. Sonsini
/s/ A. Brooke Seawell
A. Brooke Seawell
/s/ Ravi Viswanathan
Ravi Viswanathan
/s/ Paul E. Walker
Paul E. Walker
/s/ Harry Weller
Harry Weller
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